H  E 


:-NRLF 


WEST  SHORE  RAILROAD  COMPANY 


TO  THE 


NEW  YORK  CENTRAL  AND  HUDSON  RIVER 
RAILROAD  COMPANY. 


LEASE. 


DECEMBER     5TH,     1885, 


made  this  fifth  day  of  December,  A.B. 
1885,  between  THE  WEST  SHORE  RAILROAD  COMPANY, 
hereinafter  called  the  first  party,  and  THE  NEW  YORK 
CENTRAL  AND  HUDSON  RIVER  RAILROAD  COMPANY,  herein- 
after called  the  second  party,  for  the  use  of  the  railroad 
of  the  first  party. 

WHEREAS,  pursuant  to  a  plan  of  agreement  set  forth  in  the 
certificate  of  incorporation  of  the  first  party,  filed  in  the  office 
of  the  Secretary  of  State  of  New  York,  to  which  reference  is 
hereby  made,  the  first  party,  under  a  sale  in  foreclosure  pro- 
ceedings, has  become  the  owner  of  the  herein-described  prop- 
erty, railroad  and  franchises  ;  and 

WHEREAS,  it  has  executed  a  mortgage  to  secure  the  pay- 
ment of  bonds  to  the  amount  of  fifty  millions  of  dollars  and 
has  issued  its  stock  pursuant  to  the  said  plan  or  agreement  of 
organization  ;  and 

WHEREAS,  the  second  party  has  agreed  to  pay  the  principal 
and  interest  of  the  said  bonds  and  mortgage  as  they  become 
due ; 

Now,  THEREFORE,  this  contract  WITNESSETH,  that  the  said 
parties  hereto,  in  consideration  of  the  premises  and  of  the 
several  covenants  and  agreements  hereinafter  contained,  to  be 
kept  and  performed  for  the  benefit  of  each  respectively,  do 
hereby  mutually  covenant,  contract,  promise  and  agree  to  and 
with  each  other  as  follows  : 

First. — The  first  party  hereby  demises  and  leases  unto  the 
second  party,  its  successors  and  assigns,  the  said  railroad  of 
the  party  of  the  first  part,  to  wit : 

All  and  singular  the  main  line  of  railroad  of  said  West 
Shore  Railroad  Company,  extending  from  Weehawken,  in 
Hudson  County,  New  Jersey,  opposite  the  City  of  New 
York,  through  the  counties  of  Hudson  and  Bergen  in  said 
State,  to  the  division  line  between  the  States  of  New  Jersey 
and  New  York,  at  or  near  Tappantown,  in  the  County  of 
Rockland,  in  the  State  of  New  York,  and  thence,  in  the 
State  of  New  York,  along  or  near  the  west  shore  of  the 
Hudson  River,  via  Haverstraw,  West  Point,  Newburg, 
Kingston,  Catskill,  Athens  and  Coxsackie,  to  or  near 


JV1207730 


Schenectady,  and  thence,  along  or  near  the  south  shore  of 
the  Mohawk  River,  to  Utica,  and  thence,  via  Syracuse,  to 
Buffalo,  as  said  main  line  is  or  may  hereafter  be  located  and 
constructed  ; 

Also  all  and  singular  the  branch  line  of  railroad  of  said 
Railroad  Company,  extending  from  a  point  on  said  main 
line  at  Coeymans  Junction,  in  the  State  of  New  York,  to 
the  City  of  Albany,  in  said  State,  as  said  branch  line  is  or 
may  hereafter  be  located  and  constructed,  together  with  the 
right  of  said  Railroad  Company  to  construct  or  complete  a 
loop  line  or  branch  from  said  City  of  Albany  to  any  other 
point  on  said  main  line ;  also  the  branch  to  Athens,  and 
the  Guilderland  Branch ; 

Also  the  right  of  said  Railroad  Company  to  construct  a 
loop  line  or  branches  from  points  on  said  main  line  to  the 
City  of  Rochester,  in  the  State  of  New  York  ; 

Also  all  lands,  tenements  and  hereditaments,  lands  under 
water  and  pre-emption  rights  thereto,  water  rights,  rights 
of  way  and  easements,  now  held  or  hereafter  acquired  by 
said  Railroad  Company  for  the  purposes  of  said  railroad 
and  branches  or  any  of  them,  and  for  the  purposes  of 
depots,  stations,  terminals  or  ferries  in  connection  with  said 
railroad  and  branches  or  any  of  them  ; 

Also  all  letters  patent,  grants  of  land  and  of  land  under 
water  and  of  water  rights,  and  all  leaseholds,  leases,  terms 
and  parts  of  terms,  rights  under  leases  and  under  contracts, 
covenants  and  agreements,  and  all  rights  of  trackage  and 
terminal  and  ferry  rights,  privileges  and  franchises,  and 
all  licenses,  permits  and  privileges  of  transit  granted  by 
the  United  States  of  America  or  by  the  State  of  New  York 
or  the  State  of  New  Jersey,  or  by  any  governmental  or 
municipal  authority,  and  all  other  rights,  general  and 
special,  now  held  or  hereafter  acquired  by  said  Railroad 
Company  for  the  purposes  of  said  railroad  and  branches, 
terminals  and  ferries  or  any  of  them  ; 

Also  all  railways,  ways,  tracks,  sidings,  turnouts,  bridges, 
viaducts,  culverts  and  fences,  wharves,  docks  and  piers, 
depots,  station-houses,  ferry-houses,  freight-houses,  ware- 


houses  and  elevators,  round-houses,  car-houses,  storehouses, 
turn-tables,  water-tanks,  machine  shops  and  repair-shops, 
and  other  buildings,  structures,  erections,  fixtures,  furniture 
and  improvements  of  every  kind,  and  all  locomotives,  en- 
gines, cars,  and  other  rolling  stock  and  railway  equipment, 
and  all  ferry  boats,  steamboats,  tugboats,  floats,  barges  and 
other  floating  equipment,  and  all  rails,  ties,  machinery, 
tools,  implements  fuel  and  materials,  and  all  contracts 
and  agreements  for  the  purchase  or  lease  of  rolling  stock, 
machinery,  tools  and  equipment,  and  all  other  property, 
real,  personal  or  mixed,  now  held  or  hereafter  acquired  by 
said  Railroad  Company  for  or  in  connection  with  the  con- 
struction, maintenance  or  operation,  reparation  or  replace- 
ment of  said  railroad  and  branches  or  any  of  them,  or  of 
said  terminals,  ferries  or  other  properties,  or  as  necessary 
or  convenient  for  the  uses  or  purposes  thereof  ; 

Also  all  rights,  powers,  privileges  and  franchises  con- 
nected with  or  relating  to  said  railroad  and  branches,  ter- 
minals and  ferries,  or  any  of  them,  including  the  right  to 
operate  said  railroad  and  branches,  terminals  and  ferries  ; 
and  all  corporate  franchises,  rights,  powers  and  privileges 
now  held  or  hereafter  acquired  by  said  Railroad  Company. 

Also  every  other  right,  title,  interest,  property  and  thing 
which  is  necessary  or  convenient  for  the  occupation,  use 
and  enjoyment  of  all  or  any  of  said  railroads,  terminals, 
ferries,  leaseholds,  and  other  properties,  rights,  privileges 
and  franchises,  or  any  part  thereof,  whether  the  same  be 
now  held  or  shall  hereafter  be  acquired  by  the  said  Rail- 
road Company,  saving,  excepting  and  reserving,  however, 
from  the  operation  of  this  contract,  the  branch  railroad 
running  from  the  junction  with  the  railroad  of  the  New 
York,  Ontario  and  Western  Railway  Company  at  Middle- 
town,  in  the  County  of  Orange,  arid  State  of  New  York, 
to  the  point  of  junction  with  the  main  line  of  railroad  of 
the  said  West  Shore  Railroad  Company  in  the  Town  of 
Cornwall  in  said  county. 

And  also  all  rights,  privileges  and  franchises  now  held  or 
which  may  hereafter  be  acquired  by  the  party  of  the  first 
part. 


To  HAVE  AND  TO  HOLD  the  said  demised  railroad  premises, 
equipments  and  appliances,  rights,  privileges  and  franchises, 
being  all  the  property  now  held  by  the  first  party,  unto  the 
second  party,  its  successors  and  assigns,  from  the  date  of 
these  presents  for  and  during  the  full  term  and  period  of  four 
hundred  and  seventy -live  years  from  January  first,  1886,  with 
the  privilege  of  a  further  term  of  five  hundred  years. 

PROVIDED  always,  and  it  is  hereby  expressly  understood 
and  agreed  that  nothing  herein  contained  shall  be  deemed  to 
aifect  in  any  manner  the  right  of  corporate  existence  of  the 
first  party,  or  such  powers  and  franchises  of  which  the  exer- 
cise may  from  time  to  time  be  necessary  to  protect  the  interest 
of  the  stockholders  and  creditors  thereof  according  to  the  true 
intent  and  meaning  of  these  presents. 

And  the  second  party  agrees  to  pay  as  rent  therefor  the  full 
amount  of  interest  at  four  per  cent,  per  annum  as  it  matures 
upon  the  bonds  which  have  been  or  which  may  be  issued, 
secured  by  the  said  mortgage  of  fifty  millions  of  dollars  upon 
the  property  of  the  first  party,  and  which  it  is  agreed  shall  be 
guaranteed  by  the  second  party. 

And  the  second  party  further  agrees  that  until  the  execution 
of  the  guarantee  so  agreed  to  be  made,  it  will  pay,  as  rent 
hereunder,  an  amount  equal  to  the  full  amount  of  said  interest 
upon  said  bonds,  as  it  matures,  which  rent,  it  is  agreed 
between  the  parties  hereto,  shall,  as  it  so  becomes  due,  be  paid 
by  the  second  party  to  the  Union  Trust  Company  of  New 
York,  to  be  held  and  used  by  said  Trust  Company  as  a  special 
fund  for  the  payment  of  such  interest  to  the  holders  of  said 
bonds. 

And  the  second  party  shall  also  pay  and  discharge  all  the 
taxes  and  assessments  lawfully  imposed  upon  the  said  prop  • 
erty,  or  upon  the  capital  stock  and  bonds  or  other  securities 
of  the  first  party  or  upon  said  first  party,  and  the  second 
party  also  agrees  to  supply  such  sum  of  money  as  may  be 
necessary  to  preserve  the  organization  of  the  first  party  and  to 
provide  for  the  expense  of  exchange  registration  and  transfer 
of  any  shares  and  bonds  of  said  first  party  as  part  of  the 
annual  rental  of  the  demised  premises. 


5 


ITEM. — The  said  first  party  further  covenants  and  agrees 
that  it  will  from  time  to  time  and  at  any  time  hereafter,  at  the 
request  of  the  second  party,  make,  execute  and  deliver  all 
such  other  and  further,  specific  or  general  assignments  and 
transfers,  instruments  and  assurances  in  the  law  for  the  fur- 
ther, better  or  more  perfectly  assuring  the  railroad  premises 
and  property  herein  and  hereby  demised  or  conveyed  by  it  to 
the  second  party  according  to  the  true  intent  and  meaning  of 
these  presents,  as  by  the  second  party  or  its  counsel  learned 
in  the  law  shall  or  may  be  reasonably  advised  cr  required  ; 
but  it  is  expressly  covenanted  and  agreed  that  all  the  assign- 
ments and  transfers,  whether  special  or  general,  made  or  to 
be  made  by  or  under  these  presents,  are  and  shall  be  for  and 
only  for  the  term  of  years  for  which  the  railroad  of  said  first 
party  is  hereby  demised  to  the  second  party. 

ITEM. — The  second  party  covenants  and  agrees  that  it  will 
during  the  continuance  of  this  contract  do  every  act  and  thing 
that  may  by  law  be  obligatory  upon  it  or  upon  the  said  first 
party  in  respect  to  the  operation,  condition,  maintenance  and 
use  of  the  said  railroad  premises  and  property  hereby  demised 
and  every  part  thereof,  including  the  keeping  and  rendition  of 
all  accounts  and  reports  required  by  law,  and  that  the  said 
second  party  shall  and  will  at  all  times  indemnify  and  keep 
harmless  the  said  first  party  from  all  costs,  suits,  expenses 
and  damages  that  the  first  party  may  sustain  or  incur  by 
reason  of  any  default  or  failure  or  any  alleged  default  or 
failure  of  the  second  party  or  its  agents  in  the  operation, 
management  and  use  of  the  said  railroad  premises  and  prop- 
erty hereby  demised  or  any  part  thereof,  or  in  its  or  their 
omission  to  do  any  act  required  by  law  to  be  done  or  per- 
formed by  said  first  party  ;  but  the  said  second  party,  its  suc- 
cessors and  assigns,  may  at  any  time  during  the  continuance 
of  the  demised  term  change  and  alter  the  line,  way  and  gauge 
of  the  demised  railroad,  and  in  so  doing  may  discontinue  any 
part  of  the  present  way  or  track  of  the  said  railroad  and  any 
of  the  machine  shops  or  depots  not  required  for  the  use  of 
the  line,  and  may  also  change  the  grade  or  grades  of  the  said 


6 


road  and  alter  or  change  the  location  of  any  of  the  tracks, 
water  stations,  buildings  or  erections  appurtenant  to  or  con- 
nected therewith,  and  may  also,  if  it  shall  deem  it  necessary, 
purchase  and  acquire  title  to  any  additional  real  estate  for 
the  use  of  such  road,  or  may  exchange  its  lands  or  buildings 
for  any  other  lands  or  buildings,  or  for  other  lands  more  con- 
venient or  necessary  for  its  use  and  of  equal  value  for  the 
uses  and  purposes  of  said  railroad,  but  all  such  alterations, 
changes,  purchases  or  exchanges  are  to  be  made  at  the  proper 
cost  and  charge  of  the  second  party;  and  the  second  party, 
its  successors  and  assigns,  may  also  from  time  to  time  during 
the  continuance  of  the  said  term  sell  and  dispose  of  such  part 
of  the  demised  premises  and  property  as  may  not  be  necessary 
for  the  use  of  the  said  demised  railroad  and  its  branches  ;  and 
the  said  first  party  shall,  in  case  of  any  such  sale  or  exchange 
and  upon  the  demand  in  writing  of  the  said  second  party  at 
any  time  and  from  time  to  time,  execute,  in  due  form  of  law, 
good  and  sufficient  deeds,  but  without  covenants  or  warranty 
of  title,  of  any  part  of  said  premises  which  said  second  party, 
its  successors  or  assigns,  may  so  agree  to  sell  or  exchange  as 
aforesaid,  to  the  purchaser  or  the  party  with  whom  the  ex- 
change shall  be  made,  on  such  terms  and  conditions  not  incon- 
sistent with  the  rights  of  the  first  party  as  the  said  second 
party  may  require,  but  all  such  deeds  are  to  be  prepared, 
executed  and  delivered  at  the  cost  and  expense  of  the  second 
party.  All  premises  received  in  exchange  are  to  be  conveyed 
to  the  said  first  party  and  held  by  the  parties  hereto  as  if  the 
same  were  now  part  of  the  premises  hereby  demised.  And 
the  said  second  party  covenants  and  agrees  to  pay  all  taxes 
and  assessments  and  charges  thereon. 

ITEM. — In  case  the  second  party  shall  at  any  time  during 
said  term  omit  to  pay  the  rent,  or  fail  to  keep  and  perform 
the  covenants  and  agreements  hereinbefore  mentioned  and 
provided  for,  and  shall  continue  in  default  in  the  premises  for 
the  period  of  ninety  days,  it  shall  be  lawful  for  the  first  party, 
their  successors  and  assigns,  to  enter  into  and  upon  the  here- 
by demised  premises,  or  such  of  them  as  may  then  be  subsist- 


ing  in  their  plan,  and  forming  the  subjects  of  this  lease,  and 
remove  all  persons  therefrom,  and  from  thenceforth  to  have, 
hold,  possess  and  enjoy  the  same  as  of  their  first  and  former 
estate  therein,  anything  herein  to  the  contrary  notwithstand- 
ing. 

ITEM. — The  second  party  covenants  and  agrees  that  at  the 
expiration  or  other  determination  of  the  term  for  which  the 
said  railroad  is  hereby  demised,  it  will  surrender  the  said 
railroad  with  a  perfect  track  and  all  equipment  depots, 
stations,  shops,  grounds,  buildings  and  structures,  and  in  as 
good  condition  and  of  as  much  value  in  all  respects  as  when 
it  received  them,  and  that  it  will  account  for  and  pay  over  to 
the  first  party  the  consideration  money  received  for  any  por- 
tion of  the  lands  hereby  demised,  which,  having  been  found 
not  necessary  for  the  use  of  the  said  demised  railroad,  may 
have  been  disposed  of  absolutely,  except  such  as  may  have 
been  exchanged  for  other  lands  of  equal  value,  but  no  interest 
money  is  to  accrue  on  such  consideration  money  during  the 
continuance  of  this  contract ;  and  on  the  termination  of  this 
contract  the  first  party,  its  successors  and  assigns,  shall  pay  to 
the  second  party,  its  successors  and  assigns,  the  amount  ex- 
pended out  of  its  own  means,  but  without  interest,  in  the 
acquirement,  otherwise  than  by  exchange,  of  additional  real 
estate  for  the  use  of  the  railroad  hereby  demised,  provided  the 
said  first  party  shall  elect  to  take  the  same,  and  so  far  as  it 
shall  not  elect  to  take  the  same  it  shall,  if  the  title  has  been 
taken  in  its  own  name,  convey  the  same  as  the  said  second 
party  may  direct,  but  without  covenants. 

ITEM. — The  first  party  covenants  and  agrees  that  the 
second  party  shall,  upon  payment  in  the  manner  herein  pro- 
vided, of  the  annual  rent  herein  reserved,  and  keeping  and 
performing  the  covenants  and  agreements  herein  agreed  by  it 
to  be  kept  and  performed  on  its  part,  have  the  uninterrupted 
possession,  use,  control  and  management  of  the  said  railroad 
and  of  the  said  real  estate,  premises  and  property  herein  de- 


8 

mised,  with  the  right  to  ask,  demand  and  receive  for  its  own 
use  and  benefit  all  tolls  and  charges,  fares  and  freights,  which 
may  or  can  be  legally  demanded  and  received  for  the  trans- 
portation of  persons  and  property  upon  and  over  the  same  or 
any  part  thereof,  and  all  the  income  and  revenue  of  the  afore- 
said estate  and  property  of  the  first  party,  and  all  other  its 
rights,  privileges,  franchises  and  benefits  in  its  quiet  and 
peaceable  possession  and  enjoyment,  without  detriment, 
hindrance,  interruption  or  molestation  from  the  said  first 
party  or  its  successors  or  assigns,  or  from  any  of  its  present  or 
future  officers,  directors  or  stockholders  for  and  during  the 
term  of  this  contract. 

ITEM. — The  said  first  party  covenants  that  it  will,  during 
the  continuance  of  this  contract,  keep  up  and  maintain  its 
existence  and  organization  as  a  body  corporate  in  due  form  of 
law,  and  that  it  will,  from  time  to  time,  as  a  body  corporate, 
and  at  all  times  when  thereto  required  by  said  second  party, 
but  at  the  expense  of  the  latter,  do  and  perform  all  such  acts, 
matters  and  things  consistent  with  the  rights  of  said  first 
party  under  this  contract  as  shall  be  necessary  in  the  opinion 
and  judgment  of  the  second  party  or  its  officers  or  counsel, 
to  the  due  preservation  and  protection  of  all  the  estates,  pro- 
perty, rights,  franchises  and  interests  herein  demised  to  the 
second  party,  and  to  carry  into  full  effect  the  true  intent  and 
meaning  of  this  contract,  and  in  default  thereof  that  the  same 
may  be  done  by  the  said  second  party,  its  successors  and 
assigns,  or  by  its  lawful  agents,  in  the  name  and  as  the  act  of 
the  said  first  party,  but  at  the  expense  of  the  second  party. 
In  order,  however,  to  avoid  expense  the  said  first  party  shall, 
so  far  as  it  is  practicable  and  as  shall  be  consistent  with  its 
rights,  allow  and  employ  the  second  party,  its  successors  and 
assigns,  to  do  and  perform  by  its  officers  and  agents  for  and 
in  behalf  of  the  first  party  all  the  business,  acts  and  things 
necessary  to  be  done  and  performed  to  maintain  the  organi- 
zation and  existence  of  the  first  party  as  a  body  corporate, 
and  to  preserve  and  protect  the  estate,  property,  rights,  fran- 
chises and  interests  demised  as  aforesaid  to  the  second  party. 


9 

ITEM. — For  the  purpose  of  carrying  this  contract  into  effect 
the  first  party  in  consideration  of  the  premises  hereby  irre- 
vocably constitutes  and  appoints  the  second  party  its  attorney 
for  and  during  the  term  of  this  contract  for  the  first  party 
and  in  its  name  to  do  all  acts,  matters  anrl  things  not  incon- 
sistent with  the  rights  of  the  first  party  hereunder  necessary 
to  fulfill,  enforce  and  carry  out  all  and  every  of  the  provisions 
of  this  contract  according  to  its  true  intent  and  meaning  ;  and 
the  said  first  party  hereby  constitutes  and  appoints  the  said 
second  party  its  transfer  agent  with  power  by  or  through  its 
officers  and  agents  or  its  own  proper  transfer  agent  to  do  and 
perform,  but  at  its  own  expense,  all  acts  and  things  pertaining 
to  transferring  the  title  to  the  capital  stock  of  the  said  first 
party  and  to  such  of  its  bonds  as  are  commonly  called  regis- 
tered and  to  keep  all  necessary  books  in  connection  therewith. 

And  the  second  party  covenants  and  agrees  to  keep  and 
maintain  the  railroad  premises  equipment  and  other  property 
hereby  demised  and  the  appurtenances  thereto  belonging  in 
good  order  and  condition  and  to  assume  and  pay  all  the  ex- 
penses of  maintaining  and  operating  said  railroad  and  the  ap- 
purtenances thereto  belonging,  together  with  all  taxes  and 
assessments  and  expenses  of  organization,  from  -and  including 
the  first  day  of  January,  1886,  during  the  full  term  of  this 
contract. 


ITEM. — Each  and  all  of  the  preceding  covenants,  agree 
ments  and  stipulations  shall  mutually  bind  and  inure  to  the 
benefit  of  the  first  and  second  parties,  their  and  each  of  their 
successors  and  assigns. 


10 


IN  WITNESS  WHEREOF,  each  of  said  parties  has 
caused  its  corporate  seal  to  be  hereunto  affixed 
and  attested  by  its  Secretary,  and  this  instru- 
ment to  be  signed  by  its  President  or  one  of 
its  Y ice-Presidents,  the  day  and  year  first 
herein  written.  - 


WEST  SHORE  RAILROAD  COMPANY, 

[SEAL.]  By  J.  HOOD  WEIGHT, 

President. 

Attest : 

F.  E.  WORCESTEK, 

Secretary. 


NEW  YORK  CENTRAL  AND  HUDSON  RIVER 
RAILROAD  COMPANY, 

[SEAL.]  By  CHAUNCEY  M.  DEPEW, 

President. 

Attest : 

E.  D.  WORCESTER, 

Secretary. 


11 

STATE  OF  NEW  YORK,         ) 
City  and  County  of  Albany,    ( 

On  the  fifth  day  of  December,  in  the  year  one  thousand 
eight  hundred  and  eighty-five,  before  me,  the  under- 
signed, a  Notary  Public  of  the  State  of  New  York,  in  and 
for  the  City  and  County  of  Albany,  personally  came 
Franklin  E.  Worcester,  known  to  me  to  be  the  Secretary 
of  the  West  Shore  Railroad  Company,  the  corporation 
described  in  and  which  executed  the  foregoing  instrument 
as  party  of  the  first  part  thereto,  who,  being  by  me  duly 
sworn,  did  depose  and  say :  that  he  resides  in  the  City  of 
Brooklyn  ;  that  he  is  the  Secretary  of  the  said  West 
Shore  Railroad  Company,  and  knows  the  corporate  seal 
thereof  ;  that  the  seal  affixed  to  the  foregoing  instrument 
is  the  corporate  seal  of  the  said  company,  and  was  thereto 
affixed  by  order  of  the  Board  of  Directors  of  the  said 
company,  and  as  the  voluntary  act  and  deed  of  said  com- 
pany, and  that  he  signed  his  name  thereto  by  the  like 
order  as  secretary  of  the  said  company. 

And  the  said  deponent  further  said,  that  he  is  acquainted 
with  J.  Hood  Wright,  and  knows  him  to  be  the  presi- 
dent of  the  said  company ;  that  the  signature  of  the  said 
J.  Hood  Wright,  subscribed  to  the  foregoing  instrument 
is  in  the  genuine  handwriting  of  the  said  J.  Hood 
Wright,  and  was  thereto  subscribed  by  the  like  order 
of  the  said  Board  of  Directors,  and  in  the  presence  of 
said  deponent. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and 
official  seal,  this  fifth  day  of  December,  A.  D.  1885. 

JNO.  L.  VAN  VALKENBURGH, 

Notary  Public, 
[SEAL.]  Albany  Co. 


12 

STATE  or  NEW  YORK,          ) 
City  and  County  of  Albany,    \  ss* ' 

On  the  fifth  day  of  December,  in  the  year  one  thou- 
sand eight  hundred  and  eighty-five,  before  me,  the  un- 
dersigned, a  notary  public  of  the  State  of  New  York 
in  and  for  the  City  and  County  of  Albany,  personally 
came  Edwin  D.  Worcester,  known  to  me  to  be  the 
Secretary  of  the  New  York  Central  and  Hudson  River 
Railroad  Company,  the  corporation  described  in  and  which 
executed  the  foregoing  instrument,  as  party  of  the  first 
part  thereto,  who,  being  by  me  duly  sworn,  did  depose  and 
say  :  that  he  resides  in  the  City  of  New  York ;  that 
he  is  the  Secretary  of  the  said  New  York  Central  and 
Hudson  River  Railroad  Company,  and  knows  the  corporate 
seal  thereof ;  that  the  seal  affixed  to  the  foregoing  agree- 
ment is  the  corporate  seal  of  the  said  company,  and  was 
thereto  affixed  by  order  of  the  Board  of  Directors  of  the 
said  company,  and  that  he  signed  his  name  thereto  by  the 
like  order,  as  Secretary  of  the  said  company. 

And  the  said  deponent  further  said,  that  he  is  acquainted 
with  Chauncey  M.  Depew,  and  knows  him  to  be  the 
President  of  the  said  company  ;  that  the  signature  of  the 
said  Chauncey  M.  Depew,  subscribed  to  the  foregoing 
agreement,  is  in  the  genuine  handwriting  of  the  said 
Chauncey  M.  Depew,  and  was  thereto  subscribed  by  the 
like  order  of  the  said  Board  of  Directors,  and  in  the 
presence  of  said  deponent. 

IN  WITNESS  WHEREOF,  I  have  hereunto  set  my 
hand  and  official  seal,  this  fifth  day  of  De- 
cember, A.  D.  1885. 

JNO.  L.  VAN  VALKENBURGH, 
[SEAL.]  Notary  Public, 

Albany  Co. 


18 

STATE  OF  NEW  YOKK,         ) 
City  and  County  of  New  York,  (  ss*  : 

On  the  day  of  December,  in  the  year  one  thousand 

eight  hundred  and  eighty-five,  before  me,  the  undersigned, 
a  Commissioner  of  Deeds  of  the  State  of  New  Jersey  in  New 
York,  personally  came  ,  known  to  me  to  be 

the  Secretary  of  the  West  Shore  Railroad  Company,  the 
corporation  described  in  and  which  executed  the  fore- 
going instrument  as  party  of  the  first  part  thereto,  who, 
being  by  me  duly  sworn,  did  depose  and  say ;  that  he 
resides  in  the  City  of  New  York  ;  that  he  is  the  Secretary 
of  the  said  West  Shore  Railroad  Company,  and  knows  the 
corporate  seal  thereof ;  that  the  seal  affixed  to  the  forego- 
ing instrument  is  the  corporate  seal  of  the  said  company, 
and  was  thereto  affixed  by  order  of  the  Board  of  Directors 
of  the  said  company,  and  as  the  voluntary  act  and  deed 
of  said  company,  and  that  he  signed  his  name  thereto  by 
the  like  order  as  secretary  of  the  said  company. 

And  the  said  deponent  further  said  that  he  is  acquainted 
with  ,  and  knows  him  to  be  the  presi- 

dent of  the  said  company ;  that  the  signature  of  the  said 

subscribed  to  the  foregoing 

instrument  is  in  the  genuine  handwriting  of  the  said 
,  and  was  thereto  subscribed  by  the 

like  order  of  the  said  Board  of  Directors,  and  in  the  pres- 
ence of  said  deponent. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and 
official  seal,  this  day  of  December,  A.  D.  1885. 


[SEAL.]  Commissioner  of  Deeds  for  the  State  of 

New  Jersey  in  New  York. 


14 

STATE  or  NEW  YORK,          ) 
City  and  County  of  New  York,  ) 

On  the  day  of  December,  in  the  year 

one  thousand  eight  hundred  and  eighty-five,  before  me, 
the  undersigned,  a  notary  public  of  the  State  of  New  York 
in  and  for  the  City  and  County  of  New  York,  personally 
came  Edwin  D.  Worcester,  known  to  me  to  be  the 
Secretary  of  the  New  York  Central  and  Hudson  River 
Railroad  Company,  the  corporation  described  in  and  which 
executed  the  foregoing  instrument,  as  party  of  the  first 
part  thereto,  who,  being  by  me  duly  sworn,  did  depose  and 
say  :  that  he  resides  in  the  City  of  Ne  w  York  ;  that  he  is 
the  Secretary  of  the  said  New  York  Central  aud  Hudson 
River  Railroad  Company,  and  knows  the  corporate  seal 
thereof  ;  that  the  seal  affixed  to  the  foregoing  instrument 
is  the  corporate  seal  of  the  said  company,  and  was  thereto 
affixed  by  order  oi'  the  Board  of  Directors  of  the  said  com- 
pany, and  that  he  signed  his  name  thereto  by  the  like  order, 
as  Secretary  of  the  said  company. 

And  the  said  deponent  further  said,  that  he  is  acquainted 
with  Chauncey  M.  Depew,  and  knows  him  to  be  the 
President  of  the  said  company  ;  that  the  signature  of  the 
said  Chauncey  M.  Depew,  subscribed  to  the  foregoing 
instrument,  is  in  the  genuine  handwriting  of  the  said 
Chauncey  M.  Depew,  and  was  thereto  subscribed  by  the 
like  order  of  the  said  Board  of  Directors,  and  in  the 
presence  of  said  deponent. 

IN  WITNESS  WHEREOF,  I  have  hereunto  set  my 
hand  and  official  seal,  this  day  of 

December,  A.  D.  1885. 


Commissioner  of  Deeds  for  the  State  of  New 
[SEAL.]  Jersey  in  New  York. 


15 


STATE  OF  NEW  YORK, 
City  and  County  of  New   York, 

I,  PATRICK  KEENAN,  Clerk  of  the  City  and  County  of 
New  York,  and  also  Clerk  of  the  Supreme  Court  for  the 
said  City  and  County,  the  same  being  a  Court  of  Record, 
do  hereby  certify,  that 

whose  name  is  subscribed  to  the  certificate  of  the  proof  or 
acknowledgment  of  the  annexed  instrument  and  thereon 
written,  was,  at  the  time  of  taking  such  proof  and  acknowl- 
edgment, a  Notary  Public  in  and  for  the  City  and  County 
of  New  York,  dwelling  in  the  said  city,  commissioned  and 
sworn,  and  duly  authorized  to  take  the  same.  And  further, 
that  I  am  well  acquainted  with  the  handwriting  of  such 
notary,  and  verily  believe  that  the  signature  to  the  said 
certificate  of  proof  or  acknowledgment  is  genuine.  I 
further  certify  that  said  instrument  is  executed  and 
acknowledged  according  to  the  law  of  the  State  of  New 
York. 

IN  TESTIMONY  WHEREOF,  I  have  hereunto  set  my  hand  and 
affixed  the  seal  of  the  said  Court  and  County,  the 
day  of  December,  1885. 


Clerk. 

[SEAL.] 


16 


STATE  OF  NEW  YORK, 
City  and  County  of  New  York,  ' 

I,  PATRICK  KEENAN,  Clerk  of  the  City  and  County 
oi  New  York,  and  also  Clerk  of  the  Supreme  Court  for  the 
said  City  and  County,  the  same  being  a  Court  of  Record, 
do  hereby  certify  that 

whose  name  is  subscribed  to  the  certificate  of  the  proof  or 
acknowledgment  of  the  annexed  instrument  and  thereon 
written,  was,  at  the  time  of  taking  such  proof  and  acknowl- 
edgment, a  Notary  Public,  in  and  for  said  county,  duly  com- 
missioned and  sworn  and  authorized  by  the  laws  of  said 
State  to  take  the  acknowledgments  and  proofs  of  deeds  or 
conveyances  for  lands,  tenements  or  hereditaments  in  said 
State.  And  further,  that  I  am  well  acquainted  with  the 
handwriting  of  said  Notary  Public,  and  verily  believe  that 
the  signature  to  said  certificate  of  proof  or  acknowledgment 
is  genuine. 

IN  TESTIMONY  WHEREOF,  I  have  hereunto  set  my  hand 
and  affixed  the  seal  of  the  said  Court  and  County,  the 
day  of  December,  1885. 


ClerTc. 

[SEAL.] 


'ampl 
Binder 
Gaylord  Bros.,  Inc. 

Stockton,  Calif. 
T.M.  Reg.  U.S.  Pat.  Off. 


>£ 


THE  UNIVERSITY  OF  CALIFORNIA  LIBRARY 


